AMGIZ American Mold Guard CL B Wrt (MM)

American Mold Guard, Inc. (Nasdaq SC: AMGI, AMGIW, AMGIZ), an industry leader in the field of mold prevention services, today announced financial results for its first quarter ended March 31, 2006. First Quarter Results The company reported first quarter 2006 net sales of $2.76 million, an increase of 177 percent from $1.0 million for the first quarter of 2005. Net sales increased primarily due to higher demand for the company's services and a price increase enacted in the beginning of the year. Gross margin for the first quarter of 2006 was $ 1.16 million, an increase of 330 percent from the $270,699 gross margin for the first quarter of 2005. The gross margin increase was realized through improved crew productivity and from a price increase that the company implemented. The company reported a net loss from operations for the first quarter of 2006 of $1.13 million, or $1.20 per share, compared to a net loss of $.96 million, or $1.05 per share, for the first quarter of 2005. Included in the first quarter 2006 net loss is interest expense of $.73 million and $33,407 of charges related to equity-based compensation as a result of implementation of SFAS 123R. The first quarter 2006 net loss increase from the prior year was primarily due to additional debt and the associated interest expense that the company assumed. The per share net loss information reflects the effect of the one-for-.340124209 reverse stock split, effective April 7, 2006. "Our net sales and gross margin performance in the first quarter of 2006 exceeded our expectations and, together with the closing of our initial public offering in May 2006, has provided us with an exciting start for 2006," said Tom Blakeley, chief executive officer. "We are expanding our service centers and we have plans to enter new regions as we continue to see increased customer interest in our Mold Prevention services," concluded Blakeley. Second Quarter 2006 Outlook For the second quarter of 2006, the company is estimating revenue in the range of $2.7 to 2.8 million. Completion of the Company's Initial Public Offering On May 2, 2006, the company closed its initial public offering of 1,350,000 units, each unit consisting of two shares of common stock, two Class A warrants and two Class B warrants, at $13.00 per unit. The offering raised net proceeds of $16.0 million, after underwriter discounts and direct expenses. On May 23, 2006, the representative of the several underwriters exercised their over-allotment option and purchased an additional 100,000 units. The exercise of the over-allotment option raised additional net proceeds of $1.2 million, after underwriting discounts. On May 31, 2006, the company announced that representative of the several underwriters exercised the balance of their over-allotment option. At the closing, scheduled for June 5, 2006, the company will issue 205,000 shares of common stock, 205,000 Class A warrants and 205,000 Class B warrants to the underwriters. The gross proceeds from this exercise of the over-allotment option will be approximately $1.33 million and the net proceeds to the company, after the underwriting discount, will be approximately $1.24 million. The total gross proceeds from the company's initial public offering will be approximately $20.2 million and the company expects to realize aggregate net proceeds of approximately $18.42 million. As noted in the company's offering prospectus, significant amounts of the net proceeds of the offering will be used to repay outstanding debt of the company and for working capital purposes. Conference Call and Webcast American Mold Guard will discuss its first quarter 2006 results, along with its revenue outlook for the second quarter of 2006, on a conference call today beginning at 1:30 p.m. Pacific Daylight Time. You can listen to the call by Domestic Dial at 800-865-4445 or you can access via a live webcast at http://www.vcall.com/IC/CEPage.asp?ID=105035. Prior to the call the company intends to post on its website a copy of the company's current report on Form 8-K dated June 1, 2006 including its operating results for the quarter ended March 31, 2006. The company's web site can be accessed at www.americanmoldguard.com under "Company / Press Releases". About American Mold Guard American Mold Guard, Inc., founded in 2002, is an industry leader in the field of mold prevention services. Its services are primarily focused on the residential real estate construction industry in California, Texas, Florida and Louisiana. Its customers include many of the largest national and regional home builders. Visit: www.americanmoldguard.com Forward-Looking Statements Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding the company's performance, growth opportunities, customer interest, expansion plans, assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "targets," "will likely result," "will continue," "may," "could" or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. We caution that while we make such statements in good faith and we believe such statements are based on reasonable assumptions, including, without limitation, management's examination of historical operating trends, data contained in records, and other data available from third parties, we cannot assure you that the company's projections will be achieved. In addition to other factors and matters discussed from time to time in the company's filings with the U.S. Securities and Exchange Commission, some important factors that could cause actual results or outcomes for the company to differ materially from those discussed in forward-looking statements include: our history of losses and cash flow deficits; future broad market acceptance of mold prevention services; our limited operating history; our likely need to raise additional capital in the future; the possibility that we may not be able to raise additional capital in the future; the possibility that we cannot successfully establish the "Mold Guard" brand; the absence of significant proprietary technology underlying our services; the likely development of increased competition; our high dependence on a limited number of customers; the possibility that we will not keep up with changes in our industry; our reliance on suppliers to provide us with raw materials; the absence of exclusive or long-term commitments from our customers; the limited amount of our general liability insurance coverage; the lack of diversification of our business; our reliance on key personnel; our high administrative expenses relative to our size;and the possibility that we cannot manage our growth effectively; the anticipated benefits and risks associated with the company's business strategy; the company's future operating results and the future value of its common stock; the anticipated size or trends of the markets in which the company competes and the anticipated competition in those markets; the company's ability to attract customers in a cost-efficient manner; the company's ability to attract and retain qualified management personnel; potential governmental regulations; the possibility of future acquisitions of businesses or assets; possible expansion into international markets; and changes in general economic conditions in the markets in which the company may compete. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, the company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors. -0- *T AMERICAN MOLD GUARD, INC. CONDENSED CONSOLIDATED (UNAUDITED) STATEMENTS OF OPERATIONS ---------------------------------------------------------------------- Three Months Ended March 31, March 31, 2005 2006 ---------------------------------------------------------------------- Revenue, Net $ 995,699 $ 2,761,654 Cost of Revenue Direct Costs 704,728 1,563,955 Depreciation Expense 20,272 33,558 ------------------------- Total Cost of revenue 725,000 1,597,513 Gross Margin 270,699 1,164,141 ========================= Selling, general and Administrative expenses 1,067,197 1,564,305 ------------------------- Loss from operations (796,498) (400,164) Interest Expense (163,839) (728,697) ------------------------- Loss before provision for taxes (960,337) (1,128,861) Provision for taxes 800 3,868 ------------------------- Net Loss ($961,137) ($1,132,729) ========================= Dividends on cumulative preferred stock 152,397 292,443 ------------------------- Net Loss applicable to common shareholders (1,113,534) (1,425,172) ========================= Basic and diluted net loss per share $ (1.05) $ (1.20) ========================= Dividends accumulated for the year on cumulative preferred stock $ (0.17) $ (0.31) ========================= Net Loss attributable to common stock per share $ (1.22) $ (1.51) ========================= Weighted average number of common shares outstanding basic and diluted 911,554 942,301 ========================= AMERICAN MOLD GUARD, INC. CONDENSED CONSOLIDATED (UNAUDITED) BALANCE SHEET ---------------------------------------------------------------------- December 31, March 31, 2005 2006 ---------------------------------------------------------------------- ASSETS Current Assets: Cash & cash equivalents $ 67,782 $ 330,847 Accounts receivable, less allowance for doubtful accounts 1,257,356 1,666,426 Inventories 38,039 53,237 Deferred Offering Costs 620,882 932,957 Deposits 115,935 190,275 Other Current Assets 80,122 32,412 ------------ ------------ Total Current Assets 2,180,116 3,206,154 Property & Equipment 309,465 325,258 Intangible Assets 2,536 2,029 ------------ ------------ TOTAL ASSETS $ 2,492,117 $ 3,533,441 ============ ============ LIABILITIES AND SHAREHOLDERS' DEFICIENCY Current Liabilities Accounts payable and accrued liabilities $ 1,908,414 $ 2,371,329 Accrued payroll-related expenses 1,687,834 1,941,911 Short term notes payable 3,129,986 3,833,364 Accrued interest payable 372,326 538,403 ------------ ------------ Total Current Liabilities $ 7,098,560 $ 8,685,007 ------------ ------------ Long-term liabilities Long-term notes payable, net of discount 835,089 1,219,957 ------------ ------------ Total Liabilities 7,933,649 9,904,964 ------------ ------------ Shareholders' Deficiency Series A Preferred Stock 625,000 625,000 Series B Preferred Stock 859,000 859,000 Common Stock 1,475,262 1,475,265 Additional paid-in capital 2,005,289 2,208,024 Accumulated deficiency (10,406,083) (11,538,812) ------------ ------------ Total Shareholders' Deficiency (5,441,532) (6,371,523) ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY $ 2,492,117 $ 3,533,441 ============ ============ *T